Classic Bancshares (NASDAQ:CLAS)
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Classic Bancshares, Inc. Shareholders Approve Merger With City
Holding Company
CHARLESTON, W.Va., May 16 /PRNewswire-FirstCall/ -- City Holding Company,
"City" (NASDAQ:CHCO) and Classic Bancshares, Inc., "Classic" (NASDAQ:CLAS) have
jointly announced that Classic's shareholders approved the merger with City at
Classic's special shareholders meeting held today. The consummation of City's
acquisition of Classic and the merger of Classic's affiliate, Classic Bank,
with and into City's affiliate, City National Bank of West Virginia is expected
to be completed on May 20, 2005. The merger, which was announced in December
2004, received the approval of all required regulatory agencies in April 2005.
With the completion of the acquisition of Classic, City will grow to $2.6
billion in assets and will become the largest commercial banking franchise in
the Huntington/Ashland MSA with $361 million in deposits, 13 branches and 14
ATMs. Classic, and its subsidiary, Classic Bank, will add $330 million in
assets and 10 branches to the combined franchise, which will now operate 66
offices in West Virginia, Kentucky and Ohio.
Under the terms of the transaction, Classic shareholders will receive 0.9624
shares of City common stock and $11.08 in cash for each share of Classic stock
owned by them. The stock-and-cash transaction is valued at $78.4 million and
will be accounted for under the purchase method of accounting.
City's President and Chief Executive Officer, Skip Hageboeck, stated, "We are
pleased to welcome Classic's excellent staff, customers and shareholders into
the City family. Employees at both City and Classic have worked diligently to
ensure that this business integration was conducted prudently, promptly and in
the most mutually beneficial manner for our organizations and our customers.
We congratulate and thank everyone whose excellent work has contributed to this
effort."
David Barbour, President and Chief Executive Officer of Classic, added, "We are
excited to be joining City. City is a high performing banking company and has
a solid record of achieving extraordinary results for its shareholders while
delivering quality products and services to its customers. We look forward to
our future as one strong community bank dedicated to serving the best interests
of shareholders, customers, employees and communities."
Forward-Looking Information
This news release contains certain forward-looking statements that are included
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such information involves risks and uncertainties that
could result in the Company's actual results differing from those projected in
the forward-looking statements. Important factors that could cause actual
results to differ materially from those discussed in such forward-looking
statements include, but are not limited to, (1) the Company may incur
additional loan loss provision due to negative credit quality trends in the
future that may lead to a deterioration of asset quality; (2) the Company may
not continue to experience significant recoveries of previously charged-off
loans and the Company may incur increased charge-offs in the future; (3) the
Company may experience increases in the default rates on previously securitized
loans that would result in impairment losses, (4) the Company could have
adverse legal actions of a material nature, (5) the Company may face
competitive loss of customers, (6) the Company may be unable to manage its
expense levels, (7) the Company may have difficulty retaining key employees,
(8) changes in the interest rate environment may have results on the Company's
operations materially different from those anticipated by the Company's market
risk management functions, (9) changes in general economic conditions and
increased competition could adversely affect the Company's operating results,
(10) changes in other regulations and government policies affecting bank
holding companies and their subsidiaries, including changes in monetary
policies, could negatively impact the Company's operating results, and (11) the
Company may experience difficulties growing loan and deposit balances.
Forward-looking statements made herein reflect management's expectations as of
the date such statements are made. Such information is provided to assist
stockholders and potential investors in understanding current and anticipated
financial operations of the Company and is included pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. The Company
undertakes no obligation to update any forward-looking statement to reflect
events or circumstances that arise after the date such statements are made.
DATASOURCE: City Holding Company
CONTACT: Charles R. Hageboeck, President and Chief Executive Officer of
City Holding Company, +1-304-769-1102
Web site: http://www.cityholding.com/